EIN MARK 4

What Happened Mark Ein, a director of Lindblad Expeditions Holdings, entered into a prepaid variable share forward transaction with Citibank on May 29, 2026. The Form 4 reports an acquisition (derivative) of economic exposure to 300,000 shares (transaction code J). Instead of an open-market purchase or sale, this is a financing/forward arrangement that provides an upfront cash value in exchange for an obligation to deliver shares or cash at a later settlement date.

Key Details

• Transaction date: May 29, 2026; Form 4 filed June 2, 2026. Transaction code: J (other acquisition/disposition — derivative).
• Position: derivative exposure to 300,000 shares, structured as 10 Components of up to 30,000 shares each.
• Settlement: For any Component that is funded, delivery (at Ein’s option) of up to 30,000 shares per Component or a cash equivalent will occur on a scheduled valuation date between June 12–26, 2029.
• Prices: forward floor price $20.16 per share; forward cap price $31.36 per share.
• Cash flow: Ein paid an upfront cash payment of $255,360 to Citibank as part of the transaction; Citibank may pay the present value of the floor times the Subject Number for any Funded Component when prepayments are requested.
• Beneficial ownership: Footnote indicates Ein is deemed to beneficially own 3,456,416 shares held by an entity he controls (Capital Acquisition Management 2 LLC). The filing does not report a change to that beneficial ownership count beyond the new derivative position.
• Filing timeliness: filing date is June 2, 2026 (reporting date May 29, 2026); the Form 4 shows this derivative acquisition—no late-filing flag is indicated on the face of the transaction.

Context This is a derivative financing arrangement, not a straightforward buy or sale of shares. Prepaid forwards provide upfront value now while creating an obligation to deliver shares or cash later; they do not necessarily signal the insider’s immediate bullish or bearish view. Retail investors should treat this as a structured financing/hedging move rather than an open-market purchase of stock.